UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of
earliest event reported): October 29, 2001
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
----------- ----------------------------------- ------------------
1-6047 GPU, Inc. 13-5516989
(a Pennsylvania corporation)
300 Madison Avenue
Morristown, New Jersey 07962-1911
Telephone (973) 401-8200
1-3141 Jersey Central Power & Light Company 21-0485010
(a New Jersey corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
1-446 Metropolitan Edison Company 23-0870160
(a Pennsylvania corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
1-3522 Pennsylvania Electric Company 25-0718085
(a Pennsylvania corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
ITEM 5. OTHER EVENTS.
------------
On October 29, 2001, GPU, Inc. ("GPU") and FirstEnergy Corp.
("FirstEnergy") issued news releases announcing that they had received the
required authorization from the Securities and Exchange Commission ("SEC") under
the Public Utility Holding Company Act of 1935 to proceed with their pending
merger.
The companies also announced that the effective date of the merger is
scheduled for November 7, 2001, and that the election deadline under their
Agreement and Plan of Merger dated as of August 8, 2000, is 5 p.m., New York
City time on November 6, 2001. In addition, based on the 20 day trading period
ended on October 29, 2001, GPU shareholders electing FirstEnergy shares will
receive 1.2318 shares of FirstEnergy common stock for each share of GPU common
stock that they own. The elections by GPU shareholders are subject to proration
if the total elections would result in more than one-half of the GPU common
stock being exchanged for either cash or FirstEnergy shares, as set forth in the
merger agreement. As a result, GPU shareholders may receive a combination of
cash or shares of FirstEnergy common stock different from their election.
GPU's and FirstEnergy's news releases are annexed as exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
----------------------------------------------------------
EXHIBITS.
---------
(c) Exhibits
1. GPU, Inc. News Release, dated October 29, 2001.
2. FirstEnergy Corp. News Release, dated October 29, 2001.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANTS HAVE DULY CAUSED THIS REPORT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By: /s/ T. G. Howson
-------------------------------
T. G. Howson, Vice President
and Treasurer
Date: October 30, 2001